Stony Brook Pathologists University Faculty Practice Corporation

“AN ELECTRONIC VERSION OF FORM 990 WAS PROVIDED TO THE OFFICERS AND DIRECTORS PRIOR TO FILING. MANAGEMENT PERFORMS A REVIEW of FORM 990 PRIOR TO FILING, ADDRESSING ANY QUESTIONS MADE BY THE GOVERNING BODY.”

“The purpose of the conflict of interest policy is to protect the ufpc's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the ufpc or might result in a possible excess benefit transaction. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board of committee members shall decide if a conflict of interest exists. Compliance with this policy is monitored through internal payment policies and annual representations. The reviews, at a minimum, include the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the ufpc's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further educational purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. A voting member of the governing board who has a compensation conflict is precluded from voting on matters pertaining to that member's compensation. If there are violations to the policy, the committee or governing board shall take appropriate disciplinary and corrective action.”

“Began at inception: each physician is a member of the school of medicine's faculty and a new york state employee providing services at the university, and reports to the chairman of his/her department and the dean of the school of medicine, who in turn reports to the president of the university. The dean of the school of medicine is responsible for hiring and terminating each physician, determining each physician's compensation (which is subject to the limitations in article xvi as described below), and also appoints the chairperson of the school of medicine's department of pathology, (i) who is one of the directors; and (ii) who in turn selects its other two directors. Consequently, the directors must act in a manner which will not jeopardize their employment with the medical school and the university in order to remain on the board. As a result, new york state, through the suny system, the university, the medical school, and cpmp (as explained below) exercises substantial control over operations, which are also subject to originating documents (i.e., certificate of reincorporation and bylaws), which state the purpose as furthering the university's educational mission. All physicians enter into employment arrangements with the ufpc. As a result, each physician receives compensation and benefits from the ufpc and the state of new york (because such physician is also a university employee). The dean of the school of medicine determines each physician's compensation, in consultation with such physician's departmental chairperson. Documentation regarding such compensation determination is maintained by the dean's office. Each physician is compensated based on traditional factors such as training, experience, qualifications, and general market conditions. Subject to the limitations described below, employment agreements with physicians typically allow an individual physician to receive non-fixed compensation, based on amounts collected which are attributable to such physician's direct patient care services. The organization generally determines a physician's compensation to equal an amount between the 50th and 75th percentile of comparable physician compensation, as reported in the association of american medical college's (the "aamc's") compensation data reference materials. Each physician is also subject to article xvi, which at all times governs such physician's compensation. Under the terms of article xvi, the maximum amount of compensation payable to any physician (including compensation from all other source exclusive of fringe benefits) is not to exceed 250% of that individual's maximum state basic annual salary for his/her academic rank (the "250% rule"). In special circumstances relating to recruitment, the university president (or his/her designee) may authorize a physician to receive greater than 250% of the maximum state basic annual salary for such physician's rank, provided that such compensation is in the best interest of the university and the hospital. Such additional compensation shall not extend beyond a two year period. Also, with the approval of the chancellor of the suny system (or his/her designee) the maximum allowable compensation payable to a physician may exceed 275% of such individual's maximum state basic annual salary (e.g., in the case of physicians providing services in difficult to retain specialties). In making recommendations with respect to such exceptions to the "250% rule", the president of the university considers the competition for physicians in a particular specialty as indicated by the aamc's compensation data, and other revenue generated by the physician's clinical activities. Such exceptions, pursuant to the terms of article xvi, shall not exceed 5% of the total number of physicians on a system-wide basis. Also, subject to the terms of article xvi, a portion of each physician's compensation may be used to purchase a retirement benefit for the benefit of physicians.”

“All governing documents will not be disclosed outside of the organization. The conflict of interest policy and financial statements also will not be disclosed outside of the organization.”

“The mission of the reporting organization is to support the educational mission of the state university of new york school of medicine at stony brook (the "medical school") by providing clinical instruction to and supervision of medical school students, interns and residents and, incident thereto, rendering professional services. Each physician is an employee of the reporting organization and a new york state employee providing services as a member of the medical school's faculty. Hours worked by the physicians listed in part vii relate to the entire mission of the reporting organization which includes supporting the mission of the medical school.”

“Cash transfer to SB Clinical Practice Management Plan, Inc. = $302,007.”